Contributor Agreement

1. General Terms

1.1

By this Contributor Agreement (hereinafter the “Agreement”), effective as of 01.09.2017, we describe terms and conditions for submission of your digital vector images or other media together with any associated keywords, metadata and/or titles (collectively hereinafter referred to as the "Images") to our website.

WE ENCOURAGE YOU TO READ CAREFULLY THIS AGREEMENT BEFORE YOU CONTINUE TO USE OUR WEBSITE AND UPLOAD ANYTHING THERETO. IF YOU DECIDE TO CONTINUE USING OUR WEBSITE YOU AGREE TO AND WILL BE BOUND BY THE TERMS & CONDITIONS DESCRIBED HEREIN. THIS DOCUMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (OR ANY PERSON REPRESENTED BY YOU) AND DIGITAL MARKETPLACE PTE. LTD., INCORPORATED IN SINGAPORE, REG. No. 201709365K. IF YOU DO NOT AGREE TO OR HAVE ANY QUESTIONS ABOUT TERMS & CONDITIONS DESCRIBED HEREIN, PLEASE, CONTACT US FOR CLARIFICATION AT support@vectorplace.com

1.2

The following terminology will be used in this Agreement as applicable: (i) “we”, “us”, “our” refer to Digital Marketplace PTE. LTD. registered in Singapore with Registration No. 201709365K with registered office address 10 Anson Road #29-05a International Plaza Singapore (079903); (ii) “you”, “your” refers to you, i.e. the person using our services hereunder, accessing and/or using our website; and (iii) “person” refers to individual, legal entity, corporate body, non-governmental organization and/or governmental organization (any authority). Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

By entering into this Contributor Agreement you are granted with the usage of specific rights described herein and uploading to our website vector illustrations and other similar content (hereinafter the “Image” or “Images”). You irrevocably and unconditionally accept to use those rights only as given to you by us hereunder, no exceptions whatsoever.

1.3

This Agreement does not replace our Terms of Service or Privacy Policy. By submitting the Images to our website, you unconditionally and irrevocably agree to all the terms and conditions of this Agreement.

2. CONTRIBUTION

2.1

We encourage you to contribute your Images to our website by uploading them in the manner requested on our website. We are happy to ensure you that there is absolutely no fee to paid by you for such contribution, while we have the right (but not an obligation) to make some motivational payments to you for Standard and quality contribution of Images to our website.

2.2

Hereby, we confirm to you that the copyrights to any Images you submit to us remain with the copyright owner, and nothing in this Agreement shall be construed as a transfer of copyright to us. However, by submitting the Images to us, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of England or similar laws of any jurisdiction, so that our customers may use your Images Content in accordance with the Licenses given by us.

2.3

By submitting (uploading) the Images to our website you represent and warrant that:

you are of sufficient legal age to enter into this Agreement, use our website and upload the Images;

you are legally own or represent the owner(s) of the Images;

the Images do not defame, infringe or otherwise violate the rights of any person or any applicable law or regulation;

you have obtained to the extent required by applicable laws and regulations any and all written consent(s) from any person referenced, pictured or otherwise embodied in the Images, that includes, but not limited to any recognizable person and/or any trademark, logo or copyrightable work; and you irrevocably and unconditionally agree to provide us with a documentary proof of such consent(s) if reasonably requested by us.

2.4

By uploading any Images to our website, you grant us, our affiliates, partners and service providers, an irrevocable and unconditional right (not being our obligation) without any further notification to or permission from you:

for a worldwide, royalty-free, non-exclusive perpetual right and license to publicly display, advertise (including advertisement in social media), publish and sell license rights to any Images uploaded by you;

to add, modify or remove information related to your Images in order to manage sales of license rights to your Images;

for a worldwide, non-exclusive perpetual right and license to use and display your Images and name in relation with our advertisement and promotional activities with no payment of any compensation to you;

to sell license rights to your Images based on the terms described in our License Agreement;

for the right to use and publish your name, logo and similar in connection with the above.

2.5

Hereby, you irrevocably and unconditionally agree that:

any of your Images uploaded to our website will be displayed, hosted and stored by or on our behalf;

any of your Images uploaded to our website may be withdrawn at any point by us with or without a notice to you;

not all your Images uploaded to our website will be displayed on it and we do not promise or guarantee that your Images will be accepted by us. We always have the right to remove any or all of your Images from our website for any reason or without any specific reason with or without notice to you;

without our prior consent you shall not have more than one active account at any time; you shall not share your Images with another account without permission and you shall not submit content identical or similar to your Images to more than one account;

any Images removed by you or by us for any reason may be available for license to those customers that previously downloaded such Images; and if your Images have been removed from our website, existing licenses for previously downloaded Images will remain in effect;

if your Image is placed to our Premium collection you shall not either by yourself or through any other person sell (distribute any rights to) such Image or its similar, as well as place such Image or its similar, through any other online resource;

if any of your Image is sold based on Market Lockdown Extension, then, within duration of such Market Lockdown Extension, you shall not either by yourself or through any other person sell (distribute any rights to) such Image or its similar, as well as place such Image or its similar, through any online resource

3. Compensation

3.1

For any of your Images that’s been placed by us to our customers we shall share royalty we receive from such placement. Please check our royalty rates in the License Agreement. Your complete and final compensation for the Image that you’ve uploaded to us is 50% (Fifty percent) from the royalty we receive in case your Image is in Standard collection and 60% (Sixty percent) from the royalty we receive in case your Image is in Premium collection. Subject to our final approval, you are entitled to decide if want your Image to be in the Standard or Premium collection and upload it accordingly. Hereby, you irrevocably and unconditionally authorize us to approve your Image to be in the Standard or Premium collection. You shall provide us with full exclusivity on the Image that is placed by us to Premium collection. This means you shall sell such Image and its similar(s) though us only. You may at any time request to transfer your Image from our Premium collection to Standard collection by simply notifying us on that at support@vectorplace.com. Should we receive such notification from you we shall transfer you Image to our Standard collection within 14 calendar days. However, if your Image has been sold based on Market Lockdown Extension, then such Image will be transferred to our Standard collection only after the terms of the Market Lockdown Extension.

3.2

Your compensation described above will be made to you only once for each of customer’s downloads of your Image. For the avoidance of doubt, if our customer downloads the same Image more than once, you will be paid once only.

3.3

We proceed with the payment to your payment account that you have stated in your profile. Please note that we can proceed with the payments to your personal account only and do not make any payments to any third parties accounts. Please note that we do not cover and not paying for you any commission, fees or similar related to the payments to your payment account. We encourage you to be acknowledged with the rates of your payment system.

3.4

There may be a reporting delay for customer downloads reflected in your contributor account.

3.5

Subject to Sections 3.6, 3.7 and 4.9 below we make payments to you and issue relating statements on a monthly basis: on or about the 15th day of each calendar month for the previous calendar month period. For your convenience all payments to you are made automatically and do not need to be requested by you.

3.6

Please note that we do not make payments less than Fifty (USD 50.00) US Dollars (the “Payout Minimum”). If during any accounting period, you haven't reached the Payout Minimum, your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties.

3.7

If your account is terminated by us for a breach of any applicable law or regulation, this Agreement, Terms of Service, Privacy Policy or any agreement between us, in addition to its other rights at law or in equity, we shall have the right (but not an obligation) to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

3.8

Please note that we have the right to deduct from your accrued royalties any amount that’s been taken from us in connection with any refunds, credit card chargebacks or similar payments we have to refund.

3.9

Please note that in case we make an overpayment of royalties or other compensation to you for any reason, we shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

3.10

Please note that any payment we make hereunder includes all applicable taxes, fees or similar payment (the “Taxes”) and we do not cover or pay any of the Taxes for you. It is you own obligation to pay your Taxes and we do not provide you with any advice on that. If you need an advice on your Taxes and payment thereof please contact your tax advisor.

4. Other

4.1

This Agreement is governed by and shall be construed in accordance with the laws of England and you hereby consent to the personal jurisdiction of English courts.

4.2

Should any provisions of this Agreement become unenforceable or invalid, measures will be taken to modify wording of this Agreement by replacing inaccurate provisions with an enforceable and valid provisions, that as nearly as possible reflects the terms of the replaced provisions. Any invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability of the other terms thereof.

4.3

We have the right (but not an obligation) to change any of the terms of this Agreement (or any terms, policy or guideline applicable to this site) at any time and in its sole discretion. Any changes we make to this Agreement will be effective immediately upon posting on our website and your continued use of this site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the terms of this Agreement whenever you visit our website or submit the Images.

4.4

By entering into this Agreement and submitting your Images to our website, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

4.5

Hereby, you unconditionally and irrevocably agree to indemnify and hold us, our affiliates, directors, officers and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under this Agreement. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.

4.6

Our relations under this Agreement is that of independent contractors and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between you and us.

4.7

In the event that you breach any of the terms of this or any other agreement with us, we shall have the right (but not an obligation) to terminate your account without further notice, in addition to our other rights at law and/or equity.

4.8

It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement to any third parties.

4.9

Hereby, you irrevocably unconditionally agree not to use our website and service as a means of transferring your Images to a single customer or to a small number of customers and you shall not download your own Images. Such activity constitutes a material breach of this Agreement. If you are engaged in such activity, we may limit your rights hereunder, including, but not limited to, terminating your account and/or retaining any accrued but unpaid royalties.